Common use of Payments by the Borrowers; Presumptions by Administrative Agent Clause in Contracts

Payments by the Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowers prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuers hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the L/C Issuers, as the case may be, the amount due. With respect to any payment that the Administrative Agent makes for the account of the Lenders or any L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (A) no Borrower has in fact made such payment; (B) the Administrative Agent has made a payment in excess of the amount so paid by any Borrower (whether or not then owed); or (C) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the Lenders or the L/C Issuers, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Lender or such L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or the Borrowers with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

Payments by the Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowers Borrower Agent prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders Lenders, the Issuing Lender or the L/C Issuers Swingline Lender hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders Lenders, the Issuing Lender or the L/C IssuersSwingline Lender, as the case may be, the amount due. With respect to any payment that In such event, if the Administrative Agent makes for the account of the Lenders or any L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (A) no Borrower has Borrowers have not in fact made such payment; (B) the Administrative Agent has made a payment in excess of the amount so paid by any Borrower (whether or not then owed); or (C) the Administrative Agent has for any reason otherwise erroneously made such payment; , then each of the Lenders Lenders, the Issuing Lender or the L/C IssuersSwingline Lender, as the case may bemaybe, severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount amount so distributed to such Lender, Issuing Lender or such L/C Issuerthe Swingline Lender, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or the Borrowers with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

Payments by the Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowers applicable Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders Lenders, any Issuing Lender or the L/C Issuers any Swingline Lender hereunder that the Borrowers applicable Borrower will not make such payment, the Administrative Agent may assume that the Borrowers have such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders Lenders, such Issuing Lender or the L/C Issuerssuch Swingline Lender, as the case may be, the amount due. With respect to any payment that In such event, if the Administrative Agent makes for the account of the Lenders or any L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (A) no applicable Borrower has not in fact made such payment; (B) the Administrative Agent has made a payment in excess of the amount so paid by any Borrower (whether or not then owed); or (C) the Administrative Agent has for any reason otherwise erroneously made such payment; , then each of the Lenders Lenders, each Issuing Lender or the L/C Issuerseach Swingline Lender, as the case may bemaybe, severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount amount so distributed to such Lender, Issuing Lender or such L/C IssuerSwingline Lender, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, (i) with respect to any Extension of Credit (other than any Canadian Revolving Credit Loan, any Canadian Swingline Loan and, to the extent applicable, any Incremental Term Loan made to the Canadian Borrowers), at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or the Borrowers compensation and (ii) with respect to any amount owing under this subsection Canadian Revolving Credit Loan, any Canadian Swingline Loan and, to the extent applicable, any Incremental Term Loan made to the Canadian Borrowers, at a rate equal to the Administrative Agent’s aggregate marginal cost (bincluding the cost of maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by the Administrative Agent as a result of the failure to deliver funds hereunder) shall be conclusive, absent manifest errorof carrying such amount.

Payments by the Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowers Parent Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the an L/C Issuers Issuer hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the applicable L/C IssuersIssuer, as the case may be, the amount due. With respect to any payment that In such event, if the Administrative Agent makes for the account of the Lenders or any L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (A) no Borrower has Borrowers do not in fact made make such payment; (B) the Administrative Agent has made a payment in excess of the amount so paid by any Borrower (whether or not then owed); or (C) the Administrative Agent has for any reason otherwise erroneously made such payment; , then each of the Appropriate Lenders or the applicable L/C IssuersIssuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount amount so distributed to such Lender or such L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it by the Administrative Agent to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds NYFRB Rate and a rate reasonably determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any reasonable administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing. A notice of the Administrative Agent to any Lender or the Borrowers Parent Borrower with respect to any amount owing under this subsection (bSection 2.12(b) shall be conclusive, absent manifest error. (c) Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrowers by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender on demand, without interest.

Payments by the Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowers applicable Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders Lenders, any Issuing Lender or the L/C Issuers any Swingline Lender hereunder that the Borrowers applicable Borrower will not make such payment, the Administrative Agent may assume that the Borrowers have such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders Lenders, such Issuing Lender or the L/C Issuerssuch Swingline Lender, as the case may be, the amount due. With respect to any payment that In such event, if the Administrative Agent makes for the account of the Lenders or any L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (A) no applicable Borrower has not in fact made such payment; (B) the Administrative Agent has made a payment in excess of the amount so paid by any Borrower (whether or not then owed); or (C) the Administrative Agent has for any reason otherwise erroneously made such payment; , then each of the Lenders Lenders, each Issuing Lender or the L/C Issuerseach Swingline Lender, as the case may bemaybe, severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount amount so distributed to such Lender, Issuing Lender or such L/C IssuerSwingline Lender, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, (i) with respect to any Extension of Credit (other than any Canadian Revolving Credit Loan or any Canadian Swingline Loan), at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or the Borrowers compensation and (ii) with respect to any amount owing under this subsection Canadian Revolving Credit Loan or any Canadian Swingline Loan, at a rate equal to the Administrative Agent’s aggregate marginal cost (bincluding the cost of maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by the Administrative Agent as a result of the failure to deliver funds hereunder) shall be conclusive, absent manifest errorof carrying such amount.

Payments by the Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowers Parent Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the applicable Lenders or the any L/C Issuers Issuer hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the applicable L/C IssuersIssuer, as the case may be, the amount due. In such event, if the Borrowers have With respect to any payment that the Administrative Agent makes for the account of the Lenders or any L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (A1) no the applicable Borrower has not in fact made such payment,; (B2) the Administrative Agent has made a payment in excess of the amount so paid by any such Borrower (whether or not then owed); or (C3) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the Appropriate Lenders or the applicable L/C IssuersIssuer(s), as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable amountRescindable Amount so distributed to such Lender or such L/C IssuerIssuer(s), in immediately available funds Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater Overnight Rategreater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or the Borrowers with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

Payments by the Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowers prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders Lenders, the Issuing Lender or the L/C Issuers Swingline Lender hereunder that the Borrowers applicable Borrower will not make such payment, the Administrative Agent may assume that the Borrowers have such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders Lenders, the Issuing Lender or the L/C IssuersSwingline Lender, as the case may be, the amount due. With respect to any payment that In such event, if the Administrative Agent makes for the account of the Lenders or any L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (A) no applicable Borrower has not in fact made such payment; (B) the Administrative Agent has made a payment in excess of the amount so paid by any Borrower (whether or not then owed); or (C) the Administrative Agent has for any reason otherwise erroneously made such payment; , then each of the Lenders Lenders, the Issuing Lender or the L/C IssuersSwingline Lender, as the case may bemaybe, severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount amount so distributed to such Lender, Issuing Lender or such L/C Issuerthe Swingline Lender, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, (i) with respect to any US Extension of Credit, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or the Borrowers compensation and (ii) with respect to any amount owing under this subsection Canadian Extension of Credit, at a rate equal to the Administrative Agent’s aggregate marginal cost (bincluding the cost of maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by the Administrative Agent as a result of the failure to deliver funds hereunder) shall be conclusive, absent manifest errorof carrying such amount.

Payments by the Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowers Parent Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the applicable Lenders or the any L/C Issuers Issuer hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the applicable L/C IssuersIssuer, as the case may be, the amount due. With respect to any payment that . (1) the Administrative Agent makes for the account of the Lenders or any L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (A) no applicable Borrower has not in fact made such payment; (B2) the Administrative Agent has made a payment in excess of the amount so paid by any such Borrower (whether or not then owed); or (C3) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the Lenders or the applicable L/C IssuersIssuer(s), as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Lender or such L/C IssuerIssuer(s), in immediately available funds Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or the Borrowers with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

Payments by the Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowers Parent Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the an L/C Issuers Issuer hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the applicable L/C IssuersIssuer, as the case may be, the amount due. With respect to any payment that In such event, if the Administrative Agent makes for the account of the Lenders or any L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (A) no Borrower has Borrowers do not in fact made make such payment; (B) the Administrative Agent has made a payment in excess of the amount so paid by any Borrower (whether or not then owed); or (C) the Administrative Agent has for any reason otherwise erroneously made such payment; , then each of the Appropriate Lenders or the applicable L/C IssuersIssuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount amount so distributed to such Lender or such L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it by the Administrative Agent to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds NYFRB Rate and a rate reasonably determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any reasonable administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing. A notice of the Administrative Agent to any Lender or the Borrowers Parent Borrower with respect to any amount owing under this subsection (bSection 2.12(b) shall be conclusive, absent manifest error. (c) Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Xxxxxx as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrowers by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender on demand, without interest.

Payments by the Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowers a Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuers Issuing Bank hereunder that the Borrowers such Borrower will not make such payment, the Administrative Agent may assume that the Borrowers have a Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the L/C IssuersIssuing Bank, as the case may be, the amount due. With respect to any payment that the Administrative Agent makes for the account of the Lenders or any L/C Issuer the Issuing Bank hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): ): (A1) no a Borrower has not in fact made such payment; (B2) the Administrative Agent has made a payment in excess of the amount so paid by any Borrower the Borrowers (whether or not then owed); or (C3) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the Lenders or the L/C IssuersIssuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Lender or such L/C Issuerthe Issuing Bank, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or the Borrowers with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

Payments by the Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowers applicable Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders Lenders, any Issuing Lender or the L/C Issuers any Swingline Lender hereunder that the Borrowers applicable Borrower will not make such payment, the Administrative Agent may assume that the Borrowers have such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders Lenders, such Issuing Lender or the L/C Issuerssuch Swingline Lender, as the case may be, the amount due. With respect to any payment that In such event, if the Administrative Agent makes for the account of the Lenders or any L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (A) no applicable Borrower has not in fact made such payment; (B) the Administrative Agent has made a payment in excess of the amount so paid by any Borrower (whether or not then owed); or (C) the Administrative Agent has for any reason otherwise erroneously made such payment; , then each of the Lenders Lenders, each Issuing Lender or the L/C Issuerseach Swingline Lender, as the case may bemaybe, severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount amount so distributed to such Lender, Issuing Lender or such L/C IssuerSwingline Lender, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, (i) with respect to any Extension of Credit (other than any Canadian Revolving Credit Loan, any Canadian Swingline Loan and, to the extent applicable, any Incremental Term Loan made to the Canadian Borrowers), at the greater of the Federal Funds Rate and a rate determined by the 146960219_6 Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or the Borrowers compensation and (ii) with respect to any amount owing under this subsection Canadian Revolving Credit Loan, any Canadian Swingline Loan and, to the extent applicable, any Incremental Term Loan made to the Canadian Borrowers, at a rate equal to the Administrative Agent’s aggregate marginal cost (bincluding the cost of maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by the Administrative Agent as a result of the failure to deliver funds hereunder) shall be conclusive, absent manifest errorof carrying such amount.

Payments by the Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowers applicable Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders Lenders, any Issuing Lender or the L/C Issuers any Swingline Lender hereunder that the Borrowers applicable Borrower will not make such payment, the Administrative Agent may assume that the Borrowers have such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders Lenders, such Issuing Lender or the L/C Issuerssuch Swingline Lender, as the case may be, the amount due. With respect to any payment that In such event, if the Administrative Agent makes for the account of the Lenders or any L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (A) no applicable Borrower has not in fact made such payment; (B) the Administrative Agent has made a payment in excess of the amount so paid by any Borrower (whether or not then owed); or (C) the Administrative Agent has for any reason otherwise erroneously made such payment; , then each of the Lenders Lenders, each Issuing Lender or the L/C Issuerseach Swingline Lender, as the case may bemaybe, severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount amount so distributed to such Lender, Issuing Lender or such L/C IssuerSwingline Lender, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, (i) with respect to any Extension of Credit (other than any Canadian Revolving Credit Loan, any Canadian Swingline Loan and, to the extent applicable, any Incremental Term Loan made to the Canadian Borrowers), at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or the Borrowers compensation and (ii) with respect to any amount owing under this subsection Canadian Revolving Credit Loan, any Canadian Swingline Loan and, to the extent applicable, any Incremental Term Loan made to the Canadian Borrowers, 165457743_4174358596_2 at a rate equal to the Administrative Agent’s aggregate marginal cost (bincluding the cost of maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by the Administrative Agent as a result of the failure to deliver funds hereunder) shall be conclusive, absent manifest errorof carrying such amount.

Payments by the Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowers Company prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuers Issuer hereunder that the Borrowers applicable Borrower will not make such payment, the Administrative Agent may assume that the Borrowers have applicable Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the L/C IssuersIssuer, as the case may be, the amount due. With respect to any payment that the Administrative Agent makes for the account of the Lenders or any the L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): ): (A1) no the applicable Borrower has not in fact made such payment; (B2) the Administrative Agent has made a payment in excess of the amount so paid by any such Borrower (whether or not then owed); or (C3) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the Lenders or the L/C IssuersIssuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Lender or such the L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or the Borrowers Company with respect to any amount owing under this subsection clause (b) shall be conclusive, absent manifest error.

Payments by the Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowers prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders Lenders, the Issuing Lender or the L/C Issuers Swingline Lender hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders Lenders, the Issuing Lender or the L/C IssuersSwingline Lender, as the case may be, the amount due. With respect to any payment that In such event, if the Administrative Agent makes for the account of the Lenders or any L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (A) no Borrower has Borrowers have not in fact made such payment; (B) the Administrative Agent has made a payment in excess of the amount so paid by any Borrower (whether or not then owed); or (C) the Administrative Agent has for any reason otherwise erroneously made such payment; , then each of the Lenders Lenders, the Issuing Lender or the L/C IssuersSwingline Lender, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount amount so distributed to such Lender, Issuing Lender or such L/C Issuerthe Swingline Lender, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or the Borrowers with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

Payments by the Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowers a Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuers Issuing Bank hereunder that the Borrowers such Borrower will not make such payment, the Administrative Agent may assume that the Borrowers have a Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the L/C IssuersIssuing Bank, as the case may be, the amount due. With respect to any payment that the Administrative Agent makes for the account of the Lenders or any L/C Issuer the Issuing Bank hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): ): (A1) no a Borrower has not in fact made such payment; (B2) the Administrative Agent has made a payment in excess of the amount so paid by any Borrower the Borrowers (whether or not then owed); or (C3) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the Lenders or the L/C IssuersIssuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Lender or such L/C Issuerthe Issuing Bank, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice Notice of the Administrative Agent to any Lender or the Borrowers with respect to any amount owing under this subsection clause (b) shall be conclusive, absent manifest error.